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NAWBO Lawyers Share Insights on Protecting Your Business

 

There’s no way around it: Understanding your legal rights and responsibilities as a business owner is critical to long-term success. Yet, keeping up with legal and public policy best practices can require time that many busy business owners just don’t have.

That’s why we sat down this month with an inspiring group of NAWBO members and legal professionals to gain their insights on how legal issues can impact your business.

Our NAWBO Lawyers include:

  • Rachel Winder, Government Relations Manager, Benesch Law in Columbus, Ohio (providing a public policy perspective), NAWBO-Columbus
  • Mariel J. Giletto, Counsel, Parker McCay in Mount Laurel, New Jersey, NAWBO-South Jersey
  • Christina Loza, Esq., Managing Partner, Loza & Loza LLP in Los Angeles, California, NAWBO-California
  • Lisa A. Coppola, Esq., Founder, The Coppola Firm in Amherst, New York, NAWBO-Buffalo Niagara

WHAT INSPIRED YOU TO GET INVOLVED IN THE LEGAL INDUSTRY?

Christina: “I have a science background but doing research or going to medical school was not a good fit for me. I actually am passionate about writing and reading and so law school was a natural fit for me. My bachelor’s degree in Biology made it possible for me to sit for the Patent Bar and has opened doors for me in my specialty, intellectual property law.”

Rachel: “From an early age, I was interested in government, both the history of our country and how government impacts our lives. I wanted to be part of something that has such a huge impact on our society.”

Mariel: “When I was young, I often saw women trapped in relationships or jobs they did not love. Observing women who lacked the ability to change their circumstances inspired me to take control of my own fate. I thought the way to take charge was to aspire to have a career that would provide me with independence and a comprehensive education, and allow me to use my special gifts and talents. 

I was an accomplished student and a natural advocate, speaking up for my beliefs and the beliefs of people around me. (I was not a quiet girl!) So, the legal profession was a natural fit. 

My law school education afforded me the independence to make choices about my career, whether it was to be a private practicing attorney or any other profession that I chose. What I love about the legal industry is that every day presents new challenges. The legal advice I provide changes depending on each unique scenario presented to me. What I enjoy about practicing law is how I leverage my experience and knowledge as a trusted advisor to help and support my clients.”

Lisa: “I worked in advertising and marketing and ultimately felt I could make a contribution as a litigator. So I enrolled in law school. My family jokes that I always liked to argue, so it’s a natural fit. I spent 25 years in the courtroom litigating business and other disputes and now use that experience to counsel and advise businesses on how to avoid legal skirmishes especially in employee and contract matters.”

WHAT’S THE #1 PIECE OF LEGAL ADVICE EVERY BUSINESS OWNER SHOULD KNOW?

Christina: “Get it in writing and review contracts before you sign them.”

Rachel: “Get to know your representatives on the local, state and national level. Have a relationship with them and know how they impact your business, your community and your family. It’s better to know them before you may need something from them. Attend candidates nights and educate yourself about campaigns. And most importantly, vote!”

Mariel: “I believe in the adage, “The best defense is a good offense.” Some business owners are often reluctant to invest in legal services, because they believe it is an unnecessary expense. However, investing modestly up front could save time and money in the future from unforeseen mistakes that lead to costly legal battles or corrections. Legal expenditures should be viewed as necessary, preventative costs of doing business. 

For instance, I have found that clients sometimes download documents from the Internet to use in their businesses, including services contracts, formation documents or governance documents, in an effort to economize. However, those documents are form documents that are unrelated to their specific business. If the business owner signs the contract, he/she is legally bound to an agreement with a third party that does not accurately reflect the unique business agreement of the parties.

In the end, the client is likely to seek legal advice after a lawsuit has been filed, which usually is more costly after the fact. My advice to business owners would be to consult a business attorney initially to draft legal documents or provide advice from the outset to avoid spending substantially more on legal issues, which may have been avoided.”

Lisa: “While there are many legal challenges that arise in business, I tend to start with ensuring clients operate using an appropriate legal entity. While some very small businesses can be a sole proprietorship, most business owners want to and should protect their personal assets by operating as a corporation or limited liability company. So if we start at the beginning, the #1 piece of advice is to protect what you already own by creating a legal structure for your business.”

IN YOUR OPINION, SHOULD EVERY BUSINESS HAVE A LAWYER? WHY OR WHY NOT?

Christina: “Yes, lawyers may seem extravagant, but they are actually an investment in your business and your sanity. The billable time it would take them to do something right to begin with will usually save you hours of billable time after an avoidable problem has arisen.” 

Rachel: “Every business owner should either have a lobbyist or belong to an organization or an association, like NAWBO, that employs lobbyists to monitor how policies are impacting your business. Or both.”

Mariel: “The short answer is that it depends. Depending upon the stage of business growth and the overall business goals, having legal counsel in your corner is always a wise decision. That being said, as I said above, ‘The best defense is a good offense.’ 

Having regular access to legal counsel should be viewed as a cost of doing business that can ultimately prove to be a wise and economical decision in the long run. 

Further, while working at full-service law firms with multiple practice areas, I have witnessed the need for legal services throughout the business lifecycle. For instance, during new business start-up, the savvy business owner will consult with a business law attorney to determine fundamental steps to business formation and governance designed to suit the business’ needs.”

Lisa: “Of course. I often talk to business owners about running what I call an annual fire drill. While there aren’t loud bells for this one, it serves the same important purpose of being prepared for unexpected and challenging circumstances. My kind of fire drill has the entrepreneur meet with her attorney, banker, financial advisor and insurance agent once a year to discuss her business and what’s to come. What are the opportunities and likely challenges on the horizon and how can she best prepare for them using her trusted advisors and their guidance? A lawyer is a critical component of every business’ advisor circle.” 

WHAT’S THE BEST WAY TO DETERMINE IF A LAWYER OR LEGAL TEAM IS A GOOD FIT FOR YOU AND YOUR BUSINESS?

Christina: “I think you may need to look at a few things. First, it is rare that one attorney will specialize in all the things your business may need—in the course of a business, you may need a business/corporate lawyer, an intellectual property attorney, a real estate lawyer, a financing lawyer, etc. So, do they meet your legal needs?

Second, do you like the person? This is a person you will be telling secrets to and someone you will pay for their time. So, you need to feel comfortable with them and like you could have a respectful, fruitful, long-term relationship. 

Third, do you feel like their approach to billing and the culture of the firm matches your style and business culture? For example, the firm is super conservative, all the attorneys are white, old men, the firm is in a tall building in downtown Los Angeles, they bill in six-minute increments (no exceptions) and there are walls and walls of books. But, you are a 30-something woman of color running a creative technology firm in Silicon Beach, is it the right fit for you and your company? The firm may be qualified and prestigious even, but may not fit the culture of the company you are building.”

Rachel: “Highly regulated industries typically benefit the most from lobbyists, but laws and regulations impact all of us. A simple rule change could cost a business a lot of money. There is very little that can be done once a rule or law is passed and in place, but there is plenty that can be done during the process if you are aware that it’s being considered. Many businesses hire lobbyists to simply monitor activity.”

Mariel: “Relationship building is key. Business owners must trust their lawyer, who will provide practical legal advice tailored specifically for their organization. Client-centric attorneys focus on clear and regular communication as the bridge to building that trust by providing prompt responses to their business owners’ most pressing questions and business needs.”

Lisa: “One good way to know about fit is to find out if your lawyer has run a business. I believe there’s a unique quality—a deeper understanding—that comes from an attorney who’s also a business person. Remarkably, many lawyers don’t have this experience. For one who has, you can be sure that she's lived the life of an entrepreneur, including the natural ups and downs that come with it, and therefore, is more apt to provide practical and useful legal advice. And, of course, asking for referrals from your trusted NAWBO sisters always makes good sense.” 

HOW HAVE YOU LENT YOUR LEGAL KNOWLEDGE TO YOUR NAWBO CHAPTER?

Christina: “I have sat on the board of both my region’s chapter and at the state level. And so, of course, from time to time, legal issues have arisen on NAWBO boards that I have worked with my fellow board members to come up with solutions.”

Rachel: “Since becoming the Public Policy Advisor for NAWBO-Columbus, we have had three bills introduced in the Ohio General Assembly. The first, which formally recognizes “micro-businesses” in the Ohio Revised Code, was enacted into law and signed by the Governor last summer. Another was just introduced in February and would create a women’s business certification program in Ohio. We found that our members were not eligible for certification in other states because they weren’t certified in their ‘home state.’ Ohio House Bill 492, if passed, would create a program in Ohio. I worked with the bill sponsors to draft the bills; generated support among partner business groups; and set up meetings with members to build support in the Ohio General Assembly. We have organized large candidate forums during election season, coordinated statehouse meet and greets and created member programs focused on getting women more involved in public policy.”

Mariel: “As Chair of the Advocacy Committee and Director of Public Policy, I review proposed legislation and provide advice to our chapter on how a pending bill may impact women business owners. As a business law attorney, I also provide answers to legal questions to members, as needed. As an active NAWBO member, I look forward to speaking during the NAWBO Advocacy Day in June in Washington, D.C.”

Lisa: “I’ve been honored to assist our chapter with contracts, strategic planning and, in one instance, helping NAWBO National identify an internal inconsistency in its pattern bylaws for the chapters. Working together and having each other’s back is always rewarding.” 

WHAT ARE THE TOP 3 LEGAL QUESTIONS YOU RECEIVE FROM OTHER WOMEN BUSINESS OWNERS TODAY AND WHAT DO YOU TELL THEM?”

Christina: “Business owners, male or female, actually ask the same questions. Everyone wants to protect their business and make sure they are doing all they can do to make it successful. I am in a pretty specialized area of law, so the kinds of questions I get revolve around whether an idea or name is protectable, whether it is worth protecting it and how they can stop someone else from using a trademark or slogan they own.”

Rachel: “1. How does public policy impact my business? Government spending impacts taxes, which impact us all; many occupations require a license and the regulations that surround them; minimum wage; workplace safety; family leave; consumer protection; banking regulations; environmental regulations—all just examples of the many, many ways government can impact your business.

2. How can I impact public policy? Get involved! Whether it’s engaging with a lobbyist, getting involved in your NAWBO chapter’s public policy committee, attending the district hours of your local representative or writing a letter, tell your elected officials what policies help your business and what regulations and red tape hurt your business. They do not know if you do not tell them.

3. How do I get to know my representatives? Call them. Attend district office hours. Get involved in campaigns. Get more active with NAWBO public policy efforts or your local chamber. You elect them and they represent you. The count on you to tell them how their decisions impact your business.”

Mariel: “Questions that I am asked from our NAWBO members include the following:

1. “How should I structure my business?” My response to this question is that it is imperative to consult with a business law attorney to discuss the unique personal tax situation, the desire to maintain corporate books and records, the number of employees the business owner will have or intends to hire and capitalization.  Business counsel can explain the advantages and disadvantages of each corporate form for the business owner’s greater understanding to be better informed.

2. “Should I expand my business?” Again, it depends on a wide range of personal circumstances. A business law attorney will invest the time to evaluate the present business growth stage to provide personalized advice based on current and anticipated business needs.

3. “Should I have an agreement in place with all my customers, vendors and/or contractors?” Yes. And, that agreement must be in writing. It is best to consult with a business law attorney to draft a written agreement, which will definitively set forth the expectations of each party. Again, drafting and executing the agreement early in a business relationship and/or transaction will protect the business owner’s interests and avoid costly disputes down the road.”

Lisa: “Much of my practice focuses on employment issues, so often the questions relate to employee challenges. A frequent one is can and how do I terminate an employee? In most cases, the answer is straightforward and the client simply needs a practical template or ‘how to’ checklist for getting this done. 

Another frequent question is how do I extricate my business from a claim that’s not legitimate? This can be cumbersome, so it’s always best to chat with your lawyer as soon as you think a business relationship might be heading south. Catch the issue early and we’re often able to assist more quickly and inexpensively. 

Another question is whether to start a new business inside of the existing one or create a new company. While we look at all the factors, generally it’s better to create a new company to insulate the existing business from any new liabilities.”